Common use of Convertible Promissory Notes Clause in Contracts

Convertible Promissory Notes. The Note will have the rights, preferences, and limitations applicable as set forth in the form of 12% Original Issue Discount Secured Convertible Note attached hereto as Exhibit A. Each Note is being issued at an original issue discount of 12%. The Notes may convert into Common Stock (“Conversion Shares”) on or after the closing of the Qualified Financing, at the discretion of the Noteholder. The conversion price of the Note (“Conversion Price”) will be set at a 35% discount to the price paid by the public in the Company’s initial public offering at the closing of the Qualified Financing. However, if the Qualified Financing has not occurred by January 24, 2023 the Conversion Price will be set at a 40% discount to the price paid by the public in the Qualified Financing. The obligations of the Company under the Note will be secured by a Security Agreement in the form attached hereto as Exhibit B. Investor agrees to deliver to the Company a countersigned signature page to such Security Agreement. A “Qualified Financing” means the Company’s sale of its Common Stock in an initial public offering pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission (“SEC”) and the listing of the Common Stock on a “national securities exchange” as defined in Section 6 of the Securities Exchange Act of 1934, as amended.

Convertible Promissory Notes. The Note will have the rights, preferences, and limitations applicable as set forth in the form of 12% Original Issue Discount Secured Convertible Note attached hereto as Exhibit A. Each Note is being issued at an original issue discount of 12%. The Notes may convert into Common Stock (“Conversion Shares”) on or after the closing of the Qualified Financing, at the discretion of the Noteholder. The conversion price of the Note (“Conversion Price”) will be set at a 35% discount to the price paid by the public in the Company’s initial public offering at the closing of the Qualified Financing. However, if the Qualified Financing has not occurred by January 24March 31, 2023 the Conversion Price will be set at a 40% discount to the price paid by the public in the Qualified Financing. The obligations of the Company under the Note will be secured by a Security Agreement in the form attached hereto as Exhibit B. C. Investor agrees to deliver to the Company a countersigned signature page to such Security Agreement. A “Qualified Financing” means the Company’s sale of its Common Stock in an initial public offering pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission (“SEC”) and the listing of the Common Stock on a “national securities exchange” as defined in Section 6 of the Securities Exchange Act of 1934, as amended.